exv10w3w2



 








Exhibit 10.3.2




Loan Number 610050161




Date: June 28, 2004




LOAN MODIFICATION AND EXTENSION AGREEMENT

AND

AMENDMENT TO PROMISSORY NOTE





	1.	 	The Loan. DICON FIBEROPTICS, INC., a California corporation
(“Borrower”), is indebted to CATHAY BANK, a California banking
corporation, (“Lender”), under the terms of a Promissory Note dated
November 20, 2001 (the “Note”), in the original principal amount of
$27,000,000.00 (the “Loan”) and issued under the terms of a Term Loan
Agreement dated November 20, 2001 (the “Term Loan Agreement”). The Note
is an extension and renewal of a Construction Loan Promissory Note dated
August 24, 2000. As of the date of this Agreement, the unpaid principal
balance of the Loan is $25,344,384.85, and interest has been paid to
June 20th, 2004. The Loan is evidenced by the Note and is secured by a
Construction Trust Deed dated August 24, 2000 and recorded in the
records of Contra Costa County, California, as Document No.
2000-0182834-00, as modified by a Modification of Construction Trust
Deed dated November 20, 2001 and recorded in the records of Contra Costa
County, California, as Document No. 2001-0361073-00 (such Construction
Trust Deed as so modified, hereinafter referred to as the “Trust Deed”).
	 
	2.	 	Extension of Maturity Date. Borrower and Lender hereby agree to
extend the Final Payment Date of the Loan under the terms of the Note
from November 20, 2004 to October 20, 2007.
	 
	3.	 	Additional Principal Repayment. Borrower and Lender hereby agree
that in addition to the scheduled monthly principal and interest
repayments under the Loan, Borrower shall repay additional principal on
the Loan as follows:






	(a)	 	$1,500,000 on or before July 8, 2004 [10 days after
execution of this Agreement];
	 
	(b)	 	$1,000,000 on October 1, 2004;
	 
	(c)	 	Seven (7) installments each in the amount of $500,000.00
on the first day of each calendar quarter commencing on January 1,
2005, and ending on July 1, 2006;






	 	 	Provided, however, that upon the Close of Escrow under (and as defined in)
the Purchase and Sale Agreement and Preliminary Escrow Instructions
entered into as of February 27, 2004, between Borrower and Pulte Home
Corporation (the “Pulte Agreement”) and the payment of the release price
as provided in Paragraph 4 of this Agreement, the additional principal
repayment installments under this Paragraph 3 which are scheduled to be
paid on or after the Close of Escrow shall be deemed to be fully satisfied
and Borrower shall have no more obligation to make further additional
principal repayments described above.
	 
	4.	 	Partial Release and Reconveyance from Deed of Trust. Notwithstanding
anything in the Term Loan Agreement, the Note or the Trust Deed to the
contrary, so long as no Event of Default (as defined in the Term Loan
Agreement) has occurred and is then continuing, Lender will, upon
written request of Borrower and upon payment of the Release Price
referred to below in this Paragraph 4, grant a partial reconveyance from
the lien or charge of the Trust Deed for the approximately eleven (11)
acre portion of the Property covered by the Trust Deed constituting the
“Purchase Property” under (and as defined in) the Pulte Agreement. The
Release Price for the “Purchase Property” is the amount of $7,250,000.00
less the total amount of additional principal repaid by Borrower under
Paragraph 3 of this Agreement up to (but not including) the Close of
Escrow contemplated by the Pulte Agreement. The Release Price payment
will be applied against the outstanding principal of the Loan and not
against accrued interest on the Loan then due. The Release Price
payment will be treated as a prepayment under the Note. Borrower shall
pay all costs of executing and recording the reconveyance. Delivery of
the reconveyance and payment of the Release Price will take place
through escrow unless otherwise agreed by the parties.




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	5.	 	Modification to the Trust Deed. The Trust Deed shall be further
modified to contain partial release provisions in accordance with
paragraph 4 above.
	 
	6.	 	No Waiver. By entering into this Agreement and except as set forth
herein, Lender does not waive any default, now existing or hereafter
occurring, in the loan documents. Any waiver or forbearance granted by
Lender hereunder does not obligate Lender to grant any other or further
waiver or forbearance. Consent by Lender to this Agreement does not
waive Lender’s right to require performance of the Borrower’s
obligations as modified hereby.
	 
	7.	 	Continuing Validity and Liability. Except as expressly modified or
changed by this Agreement, the obligations of the original Note and loan
documents, including all agreements evidencing or securing the Note and
loan documents, remain in full force and effect. This Agreement
modifies the terms of an existing Note and loan documents and is not a
novation.
	 
	8.	 	General. This Agreement and the existing loan documents constitute a
single integrated written contract expressing the entire agreement of
the parties relative to the subject matter hereof. If any provision of
this Agreement is found to be illegal, invalid or unenforceable under
present or future laws effective during the term of this Agreement, such
provisions shall be fully severable; this Agreement shall be construed
and enforced as if such provision never comprised a part of this
Agreement; and the remaining provisions hereof shall not be affected by
the illegal, invalid or unenforceable provision or by its severance. At
request of Lender, Borrower shall execute and deliver such further
documents and do such other things, as Lender may reasonably require, in
order to effect the purposes and enforceability of this Agreement and
the loan documents and to obtain and continue any security interests and
the perfection and priority of any security interests in the collateral.
All terms, which are not defined in this Agreement, have the meaning
given them in the existing loan documents. In the event of any conflict
or inconsistency between the terms, conditions and provisions of this
Agreement and the loan documents, this Agreement shall prevail.
Headings in this Agreement are for convenience only and shall not affect
the construction or interpretation of this Agreement.




THIS LOAN MODIFICATION AND EXTENSION AGREEMENT AND AMENDMENT TO PROMISSORY
NOTE IS ENTERED INTO AS OF THE DATE FIRST SET FORTH ABOVE.




	 	 	 
	Borrower:

	 	DICON FIBEROPTICS, INC.

	

	 	A California corporation







	 	 	 	 	 	 	 
	 

	 	By:
	 	Ho-Shang Lee	 	 
	

	 	 	 	

	 	 
	

	 	 	 	President	 	 







	 	 	 
	Lender:

	 	CATHAY BANK







	 	 	 	 	 	 
	

	 	By:
	 	Eddie Chang	 
	 

	 	 	 	
	 
	

	 	 	 	SVP/ Manager	 







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